diff --git a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md index 159d1b3..2ad7f67 100644 --- a/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md +++ b/src/TXSOS-Registered-ForProfit/TurnkeyNetworkSystemsLLC/TurnkeyNetworkSystemsLLC-OperatingAgreement.md @@ -131,6 +131,8 @@ This amendment and restatement has been structured with careful consideration of Upon execution of this Agreement: +### 1. Termination of Prior Agreements + 1. **Prior Agreement Termination**: The Prior Agreement is hereby superseded in its entirety and shall be of no further force or effect. All prior amendments to the Prior Agreement are hereby void and unenforceable. 2. **Rights and Obligations**: All rights, obligations, and relationships under the Prior Agreement are hereby terminated, and all parties shall hereafter be governed solely by the terms of this Agreement. @@ -143,6 +145,8 @@ Upon execution of this Agreement: * Turnkey Network Systems sole proprietorship +### 2. Continuity of Commercial Relationships + 4. **Exceptions to Termination**: The following agreements shall remain in full force and effect unless specifically terminated by separate written agreement: * Commercial agreements with third-party vendors and clients @@ -163,6 +167,8 @@ Upon execution of this Agreement: 5. **Continuation of Business**: The business of the Company shall continue without interruption or dissolution. The adoption of this Agreement shall not constitute a termination or dissolution of the Company. +### 3. Transitional Implementation + 6. **Transitional Matters**: The following transitional provisions shall apply: * All actions duly taken under the Prior Agreement shall remain valid and enforceable @@ -181,9 +187,41 @@ Upon execution of this Agreement: * Failure to meet any of these deadlines shall require written notice to all Members explaining the delay and providing a revised timeline, which shall not exceed an additional 30 days without approval of a majority of all Members -7. **Binding Effect**: This Agreement shall be binding upon, and inure to the benefit of, all current and future series members, officers, directors, and representatives of the Company and its series. +### 4. Documentation and Certification Requirements -8. **Integration Clause**: This Agreement constitutes the entire understanding among the parties concerning the subject matter hereof and supersedes all prior agreements, correspondence, memoranda, term sheets, electronic communications (including emails, text messages, and other digital exchanges such as via instant messenger), verbal understandings, and oral representations relating to the Company, its series and its governance. +7. **Transition Documentation**: The following documentation shall be prepared, executed, and maintained in the electronic records system: + + * Certification of termination of the Prior Agreement + + * Comprehensive inventory of all continuing agreements + + * Transition plan with specific milestones and responsible parties + + * Series reclassification documentation for all existing series + + * Formal Board and Committee establishment resolutions + + * Series Operating Agreement templates and adoption certifications + + * Member acknowledgments of the transition to this Agreement + +8. **Compliance Certification**: The Board shall, within 180 days of the Effective Date, certify in writing that: + + * All transitional requirements have been satisfied + + * All required governance bodies have been properly constituted + + * All Series Operating Agreements have been properly adopted + + * All Members have been properly classified under Article 5 + + * All operational requirements are being implemented + +### 5. Legal Effect and Integration + +9. **Binding Effect**: This Agreement shall be binding upon, and inure to the benefit of, all current and future series members, officers, directors, and representatives of the Company and its series. + +10. **Integration Clause**: This Agreement constitutes the entire understanding among the parties concerning the subject matter hereof and supersedes all prior agreements, correspondence, memoranda, term sheets, electronic communications (including emails, text messages, and other digital exchanges such as via instant messenger), verbal understandings, and oral representations relating to the Company, its series and its governance. No representations, promises, understandings, or considerations have been made or relied upon by any party except those expressly set forth in this Agreement. @@ -191,7 +229,53 @@ Upon execution of this Agreement: This integration provision cannot be amended, modified, or waived except through a written amendment to this Agreement executed with the same formalities as this Agreement. -9. **Dispute Resolution During Transition**: Any disputes arising specifically from the transition from the Prior Agreement to this Agreement shall be resolved in accordance with the dispute resolution procedures set forth in Schedule H, with priority given to ensuring business continuity and preserving series isolation throughout the resolution process. The Company Committee shall have temporary emergency authority to resolve critical transitional disputes if necessary to maintain business operations, subject to subsequent review by the Board of Directors. +### 6. Dispute Resolution During Transition + +11. **Dispute Resolution During Transition**: Any disputes arising specifically from the transition from the Prior Agreement to this Agreement shall be resolved in accordance with the dispute resolution procedures set forth in Schedule H, with priority given to ensuring business continuity and preserving series isolation throughout the resolution process. The Company Committee shall have temporary emergency authority to resolve critical transitional disputes if necessary to maintain business operations, subject to subsequent review by the Board of Directors. + +### 7. Tax and Regulatory Treatment + +12. **Tax Matters**: The amendment and restatement of the Prior Agreement and adoption of this Agreement shall: + + * Not constitute a taxable event for the Company, any series, or any Member + + * Maintain tax classification continuity for all existing series + + * Preserve tax basis for all Members + + * Be treated as a tax-neutral reorganization to the maximum extent permitted by applicable tax law + +13. **Regulatory Filings**: The Company shall: + + * File all necessary notices, amendments, or updates with applicable governmental authorities + + * Provide notice to all financial institutions with which the Company or any series maintains accounts + + * Update all licenses, permits, and registrations as necessary + + * Document compliance with all applicable securities laws in connection with the amendment and restatement + +### 8. Member Rights and Notice + +14. **Member Rights During Transition**: During the transition period: + + * Members shall have the right to review all transition documentation + + * Members shall receive regular updates on the transition process + + * Members may submit questions and concerns to the Company Committee + + * Member rights under the Prior Agreement shall be preserved until the adoption of compliant Series Operating Agreements + +15. **Notice of Material Changes**: The Company shall provide detailed written notice to all Members of: + + * Any material changes to their rights or obligations under this Agreement compared to the Prior Agreement + + * The reclassification of their membership interests under Article 5 + + * Any actions required of them during the transition period + + * Key milestone dates for the transition process ## Section 1.5 - Securities Law Notice